Highlights:
- Lomero-Poyatos is a polymetallic deposit located on the Spanish
side of the prolific copper rich Iberian Pyrite belt with a
historical estimate in the inferred category of of 20.93 Mt of 3.08
g/t gold, 62.38 g/t silver, 0.90% copper, 0.85% lead and 3.05% zinc
that remains open at depth and along strike. A qualified person has
not done sufficient work to classify the historical estimate as
current mineral resources or mineral reserves, and the Company is
not treating the historical estimate as current mineral resources
or mineral reserves.
- The project deposit site is well serviced by water, power,
paved highways and port access and is also positioned in close
proximity to the Matsa JV project which has processing facilities
with the capacity to process 4.4M
tons of copper and polymetallic ore annually.
- The Company has a strong cash position and management team with
a track record of shareholder wealth creation via exploration,
development and mining.
- Strong shareholder base with approximately 27.31% owned by Gran
Colombia Gold (TSX: GCM) and 19.22% owned by King Street
Capital.
VANCOUVER, BC, April 29, 2021 /CNW/ - Denarius Silver
Corp. ("Denarius Silver" or the "Company") (TSXV:
DSLV), is pleased to announce that it has acquired a 100%
indirect interest in the Investigation Permit Nº 14,977, also
identified as Rubia (the "Permit"), covering the areas
occupied by the former Lomero-Poyatos Concessions and the mine
within them in southern Spain. The
Permit is owned indirectly by Transcontinental Gold Mines Pty Ltd.
("TGM"), now a wholly owned subsidiary of the Company.
The acquisition of 100% of the issued and outstanding shares of
TGM by the Company (the "Transaction") has been completed
pursuant to a share purchase agreement dated April 20, 2021 (the "Share Purchase
Agreement") with ZENK Capital Private Fund, Inc. (formerly
Qvartz Capital Partners Inc.) ("ZENK"), Continental Mining
Australia Pty Ltd, as trustee for Continental Trust
("Continental Trust") and Haramont Pty Ltd, as trustee for
D&V Investment Trust ("D&V", and together with
Continental Trust, the "Vendors" of TGM) and TGM.
Anthony Trevisan is the control person of Continental Trust
and Jerome (Gino) Vitale is the
control person of D&V.
Pursuant to the Transaction, the Company has paid (subject to
certain post-closing adjustments) the following consideration to
the Vendors (i) €3,900,000; (ii) €2,600,000 (which payment had
originally been scheduled to be paid within a year, but was
accelerated upon the Vendors delivering to the Company certain
documentation required as a condition of payment); (iii) reimbursed
the Vendors' transaction costs and related expenses in an
amount equal to €1,850,000; (iv) issued 5,600,000 common shares of
the Company (the "Common Shares"); and (v) granted a 0.5%
net smelter returns royalty. In addition, in consideration of the
assignment of the rights of ZENK to purchase the interest in the
Permit, the Company: (i) issued, at the direction of ZENK,
29,400,000 Common Shares of which 6,000,000 Common Shares were
transferred to KSAC Europe Investments S.à r.L., and (ii) granted a
1.5% net smelter returns royalty, of which 0.5% has been
transferred to KSAC Europe Investments S.à r.L. All Common
Shares issued in connection with the Transaction are subject to a
hold period of four (4) months plus one day, expiring on
August 30, 2021.
In connection with closing of the Transaction, the escrow
release conditions in respect of the 75,000,000 subscription
receipts (the "Subscription Receipts") of the Company issued
on March 17, 2021 (the
"Financing") were satisfied and the aggregate gross proceeds
of $33,750,000 were released to the
Company, each Subscription Receipt automatically converted into one
unit (each a "Unit") of the Company for no additional
consideration. Each Unit is comprised of one Common Share and one
common share purchase warrant (each a "Warrant"). Each
Warrant is exercisable into one Common Share at a price of
$0.80 per Common Share until
March 17, 2026. The Company has
received conditional approval of the TSX Venture Exchange (the
"Exchange") to list the Warrants upon expiry of the hold
period, with the listing being subject to satisfaction of standard
listing conditions, of which there can be no guarantee will be
satisfied. The Common Shares and the Warrants are subject to a hold
period of four (4) months plus one day, expiring on July 18, 2021.
In connection with the Transaction, the Company issued to Fiore
Management & Advisory Corp. 700,000 Common Shares as an
administration success fee. The Company also paid finder's fees in
connection with the Financing of 6% to arm's length parties who
introduced subscribers to the Financing, totalling approximately
$409,035, of which $361,665 was paid by issuing 803,700 Units.
These securities are subject to a hold period of four (4)
months plus one day expiring on August 30,
2021.
The proceeds from the Financing were utilized to make the
Transaction payments, and the remainder of the proceeds are
expected to be utilized to undertake an exploration and development
program on the Lomero Project and for the general and
administrative expenses of the Company.
Following the closing of the Transaction and the Financing, the
Company has approximately 204,676,615 Common Shares issued and
outstanding on an undiluted basis.
Lomero Permit
Investigation Permit Nº 14,977 comprises 15 graticular blocks
totalling approximately 454 hectares within the adjoining
Municipalities of El Cerro del Andevalo and Cortegana within the
Huelva Province of the Autonomous Community of Andalucía in
southern Spain. The area covered
by the Permit is located approximately 85 km north-west of
Seville and 60 km north-east of
the port of Huelva and includes the area previously occupied by 13
mining concessions including the former Lomero-Poyatos Mine. The
Rubia Permit is an Investigative Mining Permit of approximately 454
hectares covering the Lomero-Poyatos Project which is a
polymetallic deposit located in the Huelva Province in Southern Spain, within the Iberian Pyrite Belt
which is one of the largest districts of pyrite-rich massive
sulphide deposits in the world.
The project deposit site is well serviced by water, power, paved
highways and port access and is also positioned in close proximity
to the Matsa JV project which has processing facilities with the
capacity to process 4.4M tons of
copper and polymetallic ore annually. Exploration conducted by
prior ownership indicates a historical estimate in the inferred
category of 20.93 Mt of 3.08 g/t gold, 62.38 g/t silver, 0.90%
copper, 0.85% lead and 3.05% zinc. The historical estimate is
reported within a >25% S mineral envelope at a cut-off grade of
1.0 g/t Au for an underground mining scenario. The historical
estimate was reported in a NI 43-101 technical report by
Behre Dolbear with effective date of
2011. A qualified person has not done sufficient work to classify
the historical estimate as current mineral resources or mineral
reserves, and the Company is not treating the historical estimate
as current mineral resources or mineral reserves. Mineral resources
that are not mineral reserves do not have demonstrated economic
viability. The Lomero-Poyatos (Rubia Permit) deposit remains open
at depth and along strike and SRK has been contracted to design an
exploration program to confirm the inferred resource base and
further explore the potential at Lomero-Poyatos (Rubia Permit).
A technical report with respect to the Project will be available
on the Company's website at www.denariussilver.com and its SEDAR
profile at www.sedar.com.
Appointment of Interim CEO and New Directors
In conjunction with the closing of the Transaction, the Company
announces that Serafino Iacono, the
current Executive Chairman of the Company, has also been appointed
Interim Chief Executive Officer, replacing Frederic Leigh. The board of directors has
also appointed two new independent members – Jesus Perez and Jerome
(Gino) Vitale
Serafino Iacono has
over thirty years of experience in capital markets and public
companies and has raised more than $4
billion for numerous natural resource projects
internationally. He is currently Executive Chairman of Gran
Colombia and Chief Executive Officer and a director of NG Energy
International Corp. and is a former Co-Chairman and an Executive
Director of Pacific Exploration and Production Corporation and a
former director of Petromagdalena Energy Corp. Mr. Iacono was also
a co-founder of Bolivar Gold Corp and Pacific Stratus Energy, among
others, and is involved in numerous resource and business ventures
in Latin America, Canada and the
United States.
Jesus Perez has over
thirty-six years of experience in senior management positions at
large public companies, including positions as Chairman, CEO or CFO
of Spanish corporations such as BNPP Real Estate, Occidental
Hoteles, Metrovacesa, Grupo Ence,
Grupo Planeta DeAgostini and
Abengoa. He also has broad industry experience with IPOs,
M&A transactions, project financings and restructurings.
Mr. Pérez has served as a member of the Board of Directors of
companies in diverse sectors including Abengoa, Befesa, Telvent,
Logista, Ibersilva, Gecina (a French REIT), the Socimi GMP,
Occidental Hoteles and Levantina de Mármoles. Currently, Mr.
Pérez is also a director of Tubos Reunidos and Project Quasar
Investment, and serves as Head in Madrid of CESUR (Círculo de Empresarios del
Sur de España), an association of entrepreneurs in Andalusia, the
Spanish Region where the Lomero project is located.
Jerome (Gino)
Vitale is an experienced corporate and mining
operations and project development executive with 25 years of
experience in the mineral resources sector. His focus has
been gold, base metals, ferrous and non-ferrous metals and on
turnaround situations identifying value-driven mergers and
acquisitions. Former senior appointments held with Normandy Mining
Group (one of Australia's largest
gold producers, since acquired by Newmont), Standard Chartered
Bank, Burdekin Resources, (founder and CEO with operations in
Australia and Fiji) Bligh Resources (since acquired by
Saracen Mineral Holdings and recently merged with Northern Star
Ltd, to become a tier 1 gold producer in Australia). Mr Vitale is a foundation director
of Transcontinental Gold Mines which acquired Alto Minerals, owner
of the Lomero Gold project in Spain, in June 2018. Mr Vitale graduated
with a Bachelor of Commerce from the University of Western Australia in 1981. He is a
member of the Institute of Chartered Accountants Australia and
New Zealand, a Senior Fellow and a
former Vice President of Financial Services Institute of
Australia (FINSIA), and Fellow of
the Australian Institute of Company Directors.
The board of directors wishes to thank Mr. Leigh for his
leadership and guidance in the establishment and financing of the
Company and wishes him well in his future endeavours.
Early Warning Language
KSAC Europe Investments S.à.r.L. ("KSAC") acquired
33,333,334 Subscription Receipts in the Financing. King Street
Capital, L.P., King Street Capital Master Fund, Ltd., King Street
Europe Master Fund, Ltd., King Street Capital, Ltd., King Street Europe, L.P., and King Street Europe, Ltd. are shareholders of
KSAC, all of which funds are managed by King Street Capital
Management, L.P., and ultimately under the control and direction of
Mr. Brian Higgins ("King
Street"). As a result of the conversion of the Subscription
Receipts into Units, King Street
holds 33,333,334 Common Shares and 33,333,334 Warrants.
Concurrently with that conversion, ZENK transferred 6,000,000
Common Shares to KSAC pursuant to a share transfer agreement
without payment of any additional consideration, for an agreed
purchase price of Cdn.$0.00 per
share. Following the conversion of the Subscription Receipts and
the transfer of additional Common Shares from ZENK, King Street currently holds 39,333,334 Common
Shares and 33,333,334 Warrants, with the Warrants being exercisable
to acquire an additional 33,333,334 Common Shares. Therefore,
King Street is deemed to
beneficially own 72,666,668, or approximately 30.53%, of the
238,009,949 Common Shares of the Company deemed to be outstanding
for the purpose of calculating King
Street's deemed ownership percentage, which includes the
204,676,615 Common Shares actually issued and outstanding and the
33,333,334 Common Shares issuable upon the exercise of the Warrants
held by King Street. Without giving
effect to the exercise of any Warrants, King Street owns 39,333,334 Common Shares,
representing approximately 19.22% of the Common Shares that are
currently issued and outstanding.
Prior to the completion of the Financing, Gran Colombia owned,
directly or indirectly, or exercised control or direction over,
33,666,666 Common Shares. The 33,666,666 Common Shares
represented approximately 36.15% of the total number of issued and
outstanding Common Shares prior to the Financing on an undiluted
and partially diluted basis.
After the completion of the Offering, Gran Colombia now owns,
directly or indirectly, or exercises control or direction over,
55,888,889 Common Shares and 22,222,223 Warrants, representing
approximately 27.31% of the total number of issued and outstanding
Common Shares, resulting in a 8.84% change to Gran Colombia's
holdings of Common Shares. If only the Warrants held by Gran
Colombia were exercised, Gran Colombia would own, directly or
indirectly, or exercise control or direction over, 78,111,112
Common shares, or approximately 34.43% of the total number of
issued and outstanding Common Shares, resulting in a decrease of
1.72% to Gran Colombia's holdings of Common Shares on a partially
diluted basis after the completion of the Financing.
Gran Colombia and King Street
acquired the securities for investment purposes only, and depending
on market and other conditions, may from time to time in the future
increase or decrease its ownership, control or direction over
securities the Company, through market transactions, private
agreements, or otherwise.
Gran Colombia has filed an
early warning report (the "Early Warning Report") pursuant
to applicable securities laws in connection with the completion of
the Financing. A copy of the Early Warning Report to which this
news release relates will be available under the Company's profile
on SEDAR at www.sedar.com. To obtain a copy of the Early Warning
Report, please contact Amanda
Fullerton, Corporate Secretary, at Gran Colombia's office at
401 Bay Street, Suite 2400, PO Box 15, Toronto, Ontario M5H 2Y4 or by calling (416)
360-4653.
In satisfaction of the requirements of National Instrument
62-104 - Take-Over Bids and Issuer Bids ("NI 62-104") and
National Instrument 62-103 - The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, King Street will be filing an early warning
report respecting the acquisition of securities, containing
additional information omitted from this news release, under
Denarius' SEDAR profile at www.sedar.com. A copy of the
report filed by King Street may be
obtained from Randy Stuzin, General
Counsel, telephone number (212) 812-3132. King Street's
address is 299 Park Avenue, 40th Floor, New York, NY 10171. To the extent that the
transfer of 6,000,000 Common Shares from ZENK to KSAC may
constitute a "take-over bid" subject to the requirements of NI
62-104, King Street relies on the private agreement exemption
afforded by Section 4.2 of NI 62-104.
The Company's address is 595 Burrard Street, Suite 3123,
Vancouver, BC V7X 1J1.
Qualified Persons Review
The scientific and technical information in this news release
has been reviewed and approved by Stewart
Redwood, BSc (Hons), PhD, FIMMM, FGS, a "Qualified Person"
as defined under National Instrument 43-101.
On Behalf of the Board of Directors,
DENARIUS SILVER CORP.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Statements included in this announcement, including
statements concerning our plans, intentions and expectations, which
are not historical in nature are intended to be, and are hereby
identified as, "forward–looking statements".
Forward–looking statements may be identified by words
including "anticipates", "believes", "intends", "estimates",
"expects" and similar expressions. The Company cautions readers
that forward–looking statements, including without
limitation those relating to the Company's future operations and
business prospects, listing of the Warrants and use of proceeds
from the Financing are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
indicated in the forward–looking statements.
SOURCE Denarius Silver Corp.